Visa Announces Global Restructuring

San Francisco (USA) October 11 (PROTEXT/PRNewswire) - Visa announced todaythat it intends to restructure its organization in order to create a newpublic global corporation called Visa Inc. As a part of this restructuring,Visa Europe will remain a membership association, owned and governed by itsEuropean member banks, and become a licensee of Visa Inc.

Visa expects the proposed restructuring will best position the company tomeet the evolving needs of its customers and will accelerate its growth byimproving organizational efficiency, addressing certain legal claims thatexist in some markets, and increasing access to capital. "This is a greattime in Visa's history to make this transition - we continue to be a leaderin the payments industry, our growth and emerging market strategies aresucceeding, and the growth potential in the global payments industry istremendous," said William I. Campbell, chairman of the Visa InternationalBoard of Directors. "We expect that the new structure will accelerateVisa's growth and position us to better serve our financial institutionsand merchants."

Under the proposed restructuring, Visa Inc. will be created through aseries of mergers involving Visa Canada, Visa USA and Visa International,which includes the operating regions of Asia Pacific; Latin America and theCaribbean; and Central and Eastern Europe, Middle East and Africa. Thereorganization will result in a new stock corporation owned by Visamembers. After the mergers are complete, the global corporation intends tobegin the IPO process and list its shares on a major stock exchange. It isexpected that a majority of the shares in the reorganized company will besold to the public.

The boards of directors of Visa's six regions and Visa Internationalunanimously approved the recommendation for the restructuring. Therestructuring is subject to approval by Visa members and regulatoryauthorities.

Within the new model, Visa Europe will retain its member-owned associationstructure, with continued ownership by its 4,500 European member banks, andwill operate as a licensee of Visa Inc. This structure will enable VisaEurope to focus on the significant opportunities arising from the formationof an internal market for payments in Europe through the Single EuroPayments Area (SEPA). Visa Europe will be a minority stockholder in theglobal company, and Visa Inc. will have a minority investment interest inVisa Europe.

"Visa recognises that the unique features of the European market require atailored approach," said Jan Liden, chairman of the Visa Europe Board ofDirectors. "This is a European solution for Europe. It will benefit all ofour stakeholders - our member banks and their customers - retailers andconsumers. And it supports the European Commission's stated goal ofcreating European-wide payments systems."

Visa's new structure is expected to strengthen global coordination andaccelerate product development and innovation, while preserving theadvantages of Visa's strong local market expertise and execution. As aresult, Visa anticipates that it will improve its ability to service globalcustomers while continuing to meet the needs of local markets. Visa intendsto continue to ensure the highest levels of interoperability, reliabilityand security throughout the global enterprise.

"Visa's approach provides it with the best of both worlds, combining theefficiencies of global scale with the recognition of Europe's uniquebusiness and economic environment," said Campbell. "The new structuredifferentiates us from other global brands and increases our ability tocompete more effectively using Visa's key global assets - brand andnetwork."

As part of the restructuring, the board of Visa Inc. will be comprised of amajority of independent directors. A search for independent directors and achief executive officer for Visa Inc. is underway.

About Visa: Visa connects cardholders, merchants and financialinstitutions through the world's largest electronic payments network. Visaproducts allow buyers and sellers to conduct commerce with ease andconfidence in both the physical and virtual worlds. Visa is committed tothe sustained growth of electronic payment systems to support the needs ofall stakeholders and to drive economic growth.

Visa products currently generate more than US$4 trillion in sales volumeworldwide. Visa has unsurpassed acceptance at more than 24 millionlocations worldwide including one million ATMs. For more information, visithttp://www.corporate.visa.com.

This information is based upon unanimous, non-binding agreement by the VisaInternational board and Visa regional boards. It is all subject toDefinitive Agreements being acceptable to all parties, all necessarycorporate and member approval, and completion of all necessary duediligence. This material is not intended, and should not be construed, asan offer to sell, or as a solicitation of an offer to purchase, anysecurities.

This press release contains forward-looking statements. These statementsmay be identified by the use of words such as "will", "believes","anticipates", "intends", "estimates", "expects", "projects", "plans" orsimilar expressions. Such forward-looking statements include, withoutlimitation, statements about the proposed restructuring and relatedtransactions, strategy, future operations, prospects, plans and objectivesof management and events or developments that we expect or anticipate willoccur. The forward-looking statements reflect Visa's current views andassumptions and are subject to risks and uncertainties, which may causeactual and future results and trends to differ materially from theforward-looking statements, including but not limited to ability to obtainapproval by Visa's members for the proposed restructuring and relatedtransactions; successful completion of the restructuring and relatedtransactions; the outcome of legal proceedings; uncertainties inherent inoperating internationally; and the impact of law and regulations. Many ofthese factors are beyond Visa's ability to control or predict. Given thesefactors, you should not place undue reliance on the forward-lookingstatements.

Contacts:

Sandra Chu, Visa International

Tel.: +1-650-432-2154

E-mail: globalmedia@visa.com

Fiona Wilkinson, Visa Europe

Tel.: +44-(0)-20-7795-5331

E-mail: europeanmedia@visa.com

Web site: http://www.corporate.visa.com

Source: Visa

Sandra Chu of Visa International, tel.: +1-650-432-2154, e-mail:globalmedia@visa.com; or Fiona Wilkinson of Visa Europe, tel.:+44-0-20-7795-5331, e-mail: europeanmedia@visa.com

Subscribers please note that material bearing the label "PROTEXT" is notpart of CTK's news service and is not to be published under the "CTK"label. Protext is a commercial service providing distribution of pressreleases from clients, who are identified in the text of Protext reportsand who bear full responsibility for their contents.

PROTEXT